VIP Play (VIPZ) outlines $23,286,313 convertible Excel credit balance

Rhea-AI Filing Summary

VIP Play, Inc. filed an amended current report that removes prior disclosure about proposed executive stock option grants that have not been formally approved under its 2023 Stock Plan and restates the original filing. The amendment keeps the description of the discretionary convertible revolving line of credit with Excel Family Partners, controlled by director Bruce Cassidy. The Note allows borrowing up to $14,000,000; VIP Play had $12,097,000 outstanding when it was entered and drew an additional $1,500,000 in six loans from January 9 through February 13, 2026. As of February 19, 2026, total principal outstanding is $23,286,313, accruing interest at a fixed annual rate of 12.0%, with a possible default rate two percentage points higher and a right for Excel to convert debt to common shares at 80% of the “Lowest Recent Price.”

Positive

• None.

Negative

• High-cost, insider-controlled convertible debt: VIP Play reports $23,286,313 outstanding under a discretionary line of credit at a fixed 12.0% annual interest rate, with Excel Family Partners (controlled by a director) able to convert debt to equity at 80% of the Lowest Recent Price, raising leverage and potential dilution risk.

8-K Event Classification

3 items: 2.03, 5.02, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Credit line limit: $14,000,000 Initial outstanding principal: $12,097,000 Additional draws: $1,500,000 +5 more

8 metrics

Credit line limit $14,000,000 Maximum principal under Excel discretionary convertible revolving note

Initial outstanding principal $12,097,000 Outstanding when company entered into the Excel note

Additional draws $1,500,000 Six draws from January 9, 2026 through February 13, 2026

Outstanding principal $23,286,313 Aggregate principal balance as of February 19, 2026

Base interest rate 12.0% per annum Fixed interest rate on loans under the Excel note

Default rate premium 2.00% per annum Additional interest above fixed rate upon specified defaults

Conversion discount 80% of Lowest Recent Price Debt-to-equity conversion price formula for Excel

Fallback share price $0.50 per share Lowest Recent Price floor if no share sales in prior 12 months

Key Terms

First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note, Lowest Recent Price, emerging growth company, convertible revolving line of credit, +1 more

5 terms

First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note financial

"the Company entered into a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners"

Lowest Recent Price financial

"at a conversion price in an amount equal to the product of the Lowest Recent Price multiplied by 80%"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

convertible revolving line of credit financial

"First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note"

principal amount financial

"in the principal amount of not more than $14,000,000 (the “Note”)"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 13, 2026

VIP Play, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-56290		85-0738656
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8400 W. Sunset Rd., Suite 300, Las Vegas, Nevada		89113
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 783-9435

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On April 7, 2026, VIP Play, Inc., a Nevada corporation (the “Company,” “we” or “our”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the creation of a direct financial obligation and the compensatory arrangements of certain officers.

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends and restates the Original Form 8-K in its entirety, and is being filed for the sole purposes of removing the disclosure under Item 5.02 regarding compensatory arrangements of certain officers. On February 13, 2026, our board of directors approved granting stock options under our stock option plan titled “2023 Stock Plan, as amended and restated effective October 3, 2025” (the “2023 Plan”) to purchase an aggregate of 3.7 million shares of our common stock (the “Options”), including 1,500,000 of the Options to Mr. John Dermody, our VP of Operations (the “Dermody Options”).

As of May 11, 2026, the Options, including the Dermody Options, have not yet been formally granted as required by and in accordance with the terms and conditions of the 2023 Plan. At such time as the Dermody Options or other executive officer equity compensation is formally granted, the appropriate disclosure under Item 5.02 will be provided.

Other than the removal of Item 5.02, and all of the information disclosed thereunder and the three exhibits relating thereto, this Amendment is identical to the Original Form 8-K.

2

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In a Current Report on Form 8-K filed on April 2, 2025, we disclosed that on March 31, 2025, the Company entered into a First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel Family Partners, LLLP, a Florida limited liability limited partnership (“Excel”) in the principal amount of not more than $14,000,000 (the “Note”). Excel is controlled by Mr. Bruce Cassidy, our Secretary and sole member of our board of directors. The Note does not constitute a committed line of credit. Loans under the Note are made by Excel in its sole and absolute discretion. Upon repayment of any amount of principal or interest under the Note, we may not reborrow under the Note.

The aggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $12,097,000. We borrowed an additional aggregate amount of $1,500,000 in six separate draws under the Note from January 9, 2026 through February 13, 2026. As of February 19, 2026, the aggregate outstanding principal balance of all loans under the Note is $23,286,313.

All loans made under the Note accrue interest at a fixed rate per annum equal to 12.0% (the “Fixed Rate”). The outstanding principal and accrued and unpaid interest under the Note are due and payable upon demand. We have the right to prepay the Note, in whole or in part, at any time; provided, however, we must: (i) provide Excel prior written notice of our intention to make such prepayment; and (ii) pay to Excel all interest accrued on the outstanding principal balance of the Note to the date of such prepayment.

If we: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Excel after demand thereof is made; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Excel, the unpaid principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full bear interest at a rate per annum equal to the Fixed Rate plus 2.00%.

Excel may, at its sole option, upon written notice, convert all or any portion of the indebtedness incurred under the Note (“Debt”) into fully paid and non-assessable common stock shares (“Shares”) at a conversion price in an amount equal to the product of the Lowest Recent Price multiplied by 80%. The Lowest Recent Price is the lowest price per Share that we have sold one or more Shares to an investor or lender within the 12-month period prior to an applicable date of conversion; provided, however, that if no Shares were sold within such 12-month period, the Lowest Recent Price will be $0.50 per Share.

In case of a stock split, a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion price shall be proportionately adjusted in the manner determined by the Board acting in good faith. Furthermore, in connection with any reclassification, capital reorganization, or other change of outstanding Shares, or in case of any consolidation or merger of the Company with or into another entity, Excel shall have the right thereafter, by converting the Debt, to receive upon such conversion the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization, or other change, consolidation or merger by a holder of the number of Shares that could have been received upon conversion of the Debt immediately prior to such reclassification, capital reorganization, or other change, consolidation or merger.

The full text of the Note is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in its entirety.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note dated as of March 31, 2025 made by VIP Play, Inc. (incorporated by reference to Exhibit 10.1 to VIP Play, Inc. Current Report on Form 8-K filed on April 2, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 12, 2026	VIP PLAY, INC.
	By:	/s/ Les Ottolenghi
		Les Ottolenghi, CEO

4

FAQ

What change does VIP Play (VIPZ) make in this amended 8-K/A?

The company removes prior disclosure about proposed executive stock option grants that were never formally approved under its 2023 Stock Plan. All other information from the original report, including the Excel credit note terms, remains unchanged.

How large is VIP Play (VIPZ)’s credit line with Excel Family Partners?

VIP Play’s First Amended and Restated Discretionary Convertible Revolving Line Of Credit Demand Note with Excel has a principal cap of not more than $14,000,000. Borrowing is discretionary and not a committed line of credit.

What is VIP Play (VIPZ)’s outstanding debt under the Excel note?

When the note was entered, outstanding principal was $12,097,000. The company then drew an additional $1,500,000. As of February 19, 2026, aggregate outstanding principal is $23,286,313 under the Excel credit note.

What interest rate does VIP Play (VIPZ) pay on the Excel credit note?

All loans under the Excel note accrue interest at a fixed 12.0% annual rate. If the company defaults or faces specified insolvency events, interest can increase to the fixed rate plus 2.00% until full repayment.

How can the Excel credit debt convert into VIP Play (VIPZ) common stock?

Excel may convert all or part of the debt into common shares at a price equal to 80% of the “Lowest Recent Price.” That price is the lowest share sale price in the prior 12 months, or $0.50 per share if there were no such sales.

Who controls Excel Family Partners in VIP Play (VIPZ)’s financing arrangement?

Excel Family Partners, which provides the discretionary convertible revolving line of credit, is controlled by Bruce Cassidy. He serves as VIP Play’s Secretary and sole member of the board of directors, indicating a related-party financing relationship.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB